Dr. Seuss probably wasn't thinking about lawyers when he wrote about a Lorax who says, "I speak for the trees."

But with the help of lawyers from The Nature Conservancy and Horne & Horne in Dahlonega, the trees on a 469-acre tract of land in Dawson County worth roughly $5 million have been preserved.

The sliver of land, which had long been held by a variety of timber companies, divided two segments of the much-larger Dawson Forest Wildlife Management Area in north Georgia, which is conservation land known for its hiking trails, its bird watching—and its chestnut oaks, sycamores, maple and sourwood trees.

The state of Georgia had long been eyeing that land as a means of linking the two conservation areas, and the joinder finally happened.

The lawyers worked opposite sides of a land deal that helped the Georgia Department of Natural Resources and the Georgia Land Conservation Program, represented by Horne & Horne attorneys Joy L. Edelberg and K. C. Horne, who'd been hired as special assistant attorneys general, buy the property at a deep discount.

"This tract, it was just a perfect fit to connect the wildlife management area," said Edelberg. Together, the three tracts of land protect more than 15,000 acres.

The Nature Conservancy sold the property to the state for $3.2 million, representing a $2.15 million discount from what the land was worth.

The Nature Conservancy, represented in this deal by in-house counsel Joan T. Dwoskin, had in 2008 purchased the land at a reduced price from Forestar Group Inc., then held it until the state could raise the money to pay for it.

Dwoskin said that The Nature Conservancy often purchases land and holds it while public entities line up their funding. Her group has the ability to take internal loans, which enables them to move faster than the state to close a DEAL. That original purchase, she said, was very difficult from an economic standpoint.

"The bottom was dropping out of the real estate market. The seller didn't really know what it was worth, and we really didn't know what it was worth. It felt more scary than usual because we didn't know what was happening," she said.

As is typical for The Nature Conservancy in these types of deals, she said, her group bought the land knowing the state wanted it but without any real guarantee that the deal would ultimately go through. "We typically close on a very loose—nerve-wracking, as a lawyer—letter of intent," she said, explaining that public entities generally cannot sign a binding contract agreeing to purchase the land from The Nature Conservancy at some future point in time because the deals close so quickly. But, she said, The Nature Conservancy has long-term relationships with Georgia and other states which allow it to make such trust-based agreements with confidence.

When it came time to sell the land to the state in this deal, she said, "At the last minute, some of the funding sources fell through. It was pretty stressful."

But—along with The Nature Conservancy's willingness to sell the land at a discount—enough funding came through from public and private sources to make the deal happen. Those sources include the U.S. Fish & Wildlife Service, the Robert W. Woodruff Foundation, the R. Howard Dobbs Jr. Foundation, the Mountain Conservation Trust of Georgia, the Lyndhurst Foundation, Trout Unlimited, the Department of Natural Resources, the Georgia Land Conservation Program and anonymous private donors.

Dwoskin said conserving the land was important to The Nature Conservancy and the state because it includes 2 miles of the Amicalola Creek and its tributaries—a vital segment, according to information from the state—that supports at least 27 native fish species, three of which are endangered.

Even the original seller—Forestar, which is associated with a large timber company—recognized the land's conservation significance, Dwoskin said, and "treated it pretty carefully over the years."

Edelberg said she visited an access point in the 469-acre tract to see if there were any easement issues. "It was basically just a big timber tract. I'm sure it had been harvested over time, but it's not a clear-cut tract," she said, explaining that trees now abound. "It's pretty land."

After agreeing to several loan amendments and three forbearances, lender GE Capital Corp., represented by Paul, Hastings, Janofsky & Walker partner Jesse H. Austin III, appears poised to collect on the approximately $108 million—and possibly more—it is owed by the nation's largest privately held envelope company.

That's because NEC Holdings Corp., a Uniondale, N.Y.-based envelope manufacturer with operations in Austell and other parts of the country, on June 10 filed for Chapter 11 bankruptcy protection in U.S. Bankruptcy Court for the District of Delaware.

Bankruptcy documents indicate the filing comes after a truncated move to sell the company, which pushed it into default with its lender in mid-May.

But it doesn't look as if NEC, the holding company for envelope manufacturer National Envelope Corp., will stay in Chapter 11 long. Austin said the primary goal behind the bankruptcy filing was to position the company to sell itself via a 363 sale within the bankruptcy. A 363 sale allows purchasers to acquire NEC's assets, but—unlike in a sale outside bankruptcy—gives lenders the potential to leave behind certain liabilities such as environmental liabilities. The filing also opened the way for NEC to receive a quick shot of debtor-in-possession funding—enough to keep the company operating until it can be purchased by private equity investor The Gores Group, with which it has a June 4 letter of intent, before the end of August.

NEC has received a judicial nod for that funding; the court approved a $138.9 million senior secured, super priority DIP facility from pre-petition lender GE Capital on Friday. The agreement, Austin said, essentially serves as a refinancing—known as a roll-up—of NEC's existing, defaulted debt, which has three components: a revolving credit loan with $70 million outstanding, through which NEC can borrow an additional $10 million; a $38 million Term A loan and a $35 million Term B loan, also known as a "last out" loan, meaning all of the proceeds to the GE Capital lenders must be paid in full before any Term B loan holders get their recovery.

A DIP agreement attached as an exhibit in one of the court files lays out a series of milestones NEC must meet, including: execute a definitive asset purchase agreement for a 363 sale before July 2; hold an auction by Aug. 23; and close on the sale, once it is authorized by the court, by Aug. 31.

Austin worked on the case with Paul, Hastings associate Cassie Coppage. NEC's bankruptcy counsel are from Young Conaway Stargatt & Taylor in Wilmington, Del., and Latham & Watkins in Chicago. Fulbright & Jaworski serves as special counsel.

The company, which was founded in 1952 by Holocaust death camp survivor and Polish immigrant William Ungar, filed for Chapter 11 protection for 28 entities around the country, including its Georgia affiliate, National Envelope-South. It still is a family-owned business, and according to court documents, began growing via strategic acquisitions in 1991.

The company employs more than 3,300 workers, produces an estimated 37 billion envelopes per year and holds a 21 percent share of the $3.7 billion North American envelope market.

But, as CFO James Shelby Marlow noted in his declaration, over the past three years the company has been hard hit by "the global recession and the displacement of traditional print communications and media by electronic formats."

Consolidated net sales have fallen from $866.8 million in 2007 to $676.2 million in 2009. The company has posted net losses every year since 2007, although it has stemmed that deficit somewhat thanks to layoffs, facility sales and other restructuring efforts.

In addition to secured creditor GE Capital, the company also owes about $89 million to unsecured trade creditors, according to court filings, including $43 million to International Paper Co. in Memphis, $2.7 million to Neenah Paper Inc. in Alpharetta and more than $500,000 to printing and imaging company Pitman Co. in Kennesaw.

Austin said the lenders were patient with NEC in part because the company has had a long relationship with GE Capital, which "tries to work with its borrowers as much as possible, and if you're the senior lender and have last-out dollars behind you, you have some level of comfort."

He also pointed out that NEC's story was compelling: Ungar, the company's founder, "came to the United States with effectively nothing and built this business. He is still alive, he's still chairman of the board, he's 91 or 92. The other board members are his four daughters. There's a good history there; it is not something you go out and immediately abandon because it runs into some problems. Unfortunately, we're not using envelopes like we used to."

The case is NEC Holdings Corp., No. 10-11890.

King & Spalding partner Jack D. Capers Jr. landed client Eclipsys Corp., the Atlanta-based health care data technology company that last week announced plans for a $1.3 billion merger with Allscripts-Misys Healthcare Solutions Inc., because of a deal he closed a few years ago.

That deal, he said, was the sale of Alpharetta-based medical software provider Per-Se Technologies to health care company McKesson Corp., based in San Francisco, for more than $1 billion.

"Eclipsys is a new client," he said. "The CEO is Phil Pead, who was previously CEO of Per Se Technologies."

Thanks to the connection from that earlier deal, Capers, along with co-lead partner C. William Baxley and a team of 26 other lawyers from the firm's Atlanta, Washington, New York and London offices, began gearing up for the Eclipsys-Allscripts transaction about five months ago.

"We started working on the transaction in February, and it was pretty much full time, full speed ahead … to the announcement date [June 9]," Capers said.

Eclipsys offers software to hospitals and health systems, and Allscripts provides information systems for doctors' offices. The union, which Capers said is likely to close in four to six months, would facilitate patient information-sharing between those entities.

It's an all-stock deal, coming just 18 months after British company Misys bought a majority stake in Chicago-based Allscripts, Capers said.According to information from Bloomberg News, Misys paid $330 million for Allscripts in October 2008, and shares in the U.S. company have more than tripled in value since then.

"The world of electronic medical records has changed substantially in the last 18 months with the passage of health care reform and the stimulus money for hospitals and doctors to upgrade their electronic medical records," Capers said, referring to the approximately $30 billion in federal funding allocated for hospital and physician adoption of electronic health records under the American Recovery and Reinvestment Act. "Misys concluded there was an opportunity to generate significant return on this."

Capers said that the most unique feature of the transaction, in which Eclipsys stockholders will receive 1.2 shares of Allscripts for each share of Eclipsys—a 19 percent premium based on the June 8 closing price, according to the terms of the agreement—is a companion deal connected to the merger.

"Allscripts is currently 55 percent owned by Misys, which is a U.K. public company," he said. "Because of some London Stock Exchange rules, Misys was not going to be able to continue to own a major stake in Allscripts after the merger, so for the merger to go forward, Misys had to arrange to sell a substantial portion of its stake in Allscripts."

The London Stock Exchange, he explained, requires that a listed company control a majority by value of its assets. The merger with Eclipsys would have diluted that control such that Misys would have been in violation of the stock exchange's rules. Misys now plans to reduce its stake in Allscripts to 10 percent via an underwritten secondary offering of at least 36 million shares, and a share buyback. Allscripts will buy back about 24.4 million shares and pay a premium, for a total of $577.4 million, according to information from the companies.

"That added just an enormous layer of complexity to the deal," Capers said.

Before any of that can happen, all three companies must secure shareholder approval for, variously, the offerings and buyback. Capers' team is working on proxy materials now and expects shareholder votes in September or early October.

Also, Allscripts must land debt financing for the buyback. Capers said Allscripts already has some funding commitments. According to the company's merger announcement, it has financing commitments from J.P. Morgan, Barclays Capital and UBS for a total of $720 million in senior secured credit facilities.

"It's a complex transaction," he said. "I think the Eclipsys board feels comfortable that while there are conditions to the transaction, they are reasonable and achievable, and there's a high likelihood the transaction will close."

If it does, the combined company's client base will include more than 180,000 U.S. physicians, 1,500 hospitals and nearly 10,000 nursing homes, hospices, home care and other post-acute organizations.

Sidley Austin and Vedder Price represent Allscripts; Allen & Overy represents Misys.

Equifax Inc., represented by Kilpatrick Stockton partner Gregory K. Cinnamon, has agreed to sell its Direct Marketing Services division to Alliance Data Systems for $117 million.

  The all-cash transaction, which Cinnamon said took between 45 and 60 days to put together from a legal standpoint, is expected to close around the beginning of July. 

“Equifax engaged a banker, Wells Fargo, and we ran an auction process for the transaction,” said Cinnamon, who has represented Equifax since 1995. He said Equifax’s general counsel, Kent Mast, along with the company’s  corporate and technology counsel, Jeffrey R. Thorpe, were integral in putting the deal together, as were some Equifax corporate development people. “They had a number of interested parties submit bids.”

Alliance Data, whose in-house attorneys, led by Jeanette Fitzgerald, handled this deal, submitted the winning bid. The Dallas, Texas-based company plans to integrate the about 200 employees it gets from Equifax into its Epsilon Targeting and Marketing Technology groups.

“This was an asset transaction, where [Equifax was] divesting their direct marketing relationship businesses that had been integrated over the years, so pulling that apart was probably the most complex part of the deal,” Cinnamon said. “For Equifax, it was no longer core to their differentiated data business, and for Alliance Data’s business, this was right down the middle of the fairway of what they do.”

Rural electric distribution cooperative GreyStone Power Corp. has inked a five-year, $600 million power purchase and scheduling agreement with Morgan Stanley Capital Group.

Attorneys from Schiff Hardin’s Washington office served as project counsel for Douglasville-based GreyStone, which is one of the largest members of Oglethorpe Power Corp. GreyStone supplies electricity to eight metro-Atlanta counties.

“Most of GreyStone’s power is provided by Oglethorpe, the generation and transmission cooperative,” said Sherry A. Quirk, one of the Schiff Hardin partners on the deal.

Morgan Stanley Capital Group, she added, fills GreyStone’s energy needs that are not met by Oglethorpe or that can be more economically met by another resource.

Thomas M. Ingoldsby, the other Schiff Hardin partner handling the transaction, said that Morgan Stanley Capital Group trades in the energy market, buying and selling power supplies. “Part of what they’re doing is they’re purchasing power that they’ll use to supply GreyStone’s needs,” she said.

GreyStone opened a competitive procurement process in January, seeking bids and negotiating agreements with potential power suppliers. “We did essentially simultaneous negotiations among three parties who developed final and best offers with respect to contract terms as well as price,” Quirk said.

The competition, Ingoldsby said, gave GreyStone more opportunity to negotiate and ultimately drove down the power purchase price.

Ingoldsby said that Morgan Stanley Capital Group was represented by lawyers from McDermott Will & Emery in Washington. He said he and Quirk consulted on Georgia law with lawyers from GreyStone’s usual local counsel at Tisinger Vance in Carrollton.

Legal aspects of a $715 million licensing and distribution deal between The Coca-Cola Co. and Dr Pepper Snapple Group Inc. were handled by both companies’ in-house counsel, according to spokespersons for the companies.

Plano, Texas-based Dr Pepper Snapple Group announced Monday that it had agreed to distribute some of its brands through Coke once Coke completes its planned acquisition of Coca-Cola Enterprises’ North American Bottling unit.

Under the licensing agreements, Coke would distribute Dr. Pepper throughout the United States and Canada Dry in the Northeastern part of the country, where Coca-Cola Enterprises currently distributes those products. Dr Pepper Snapple Group will begin selling Squirt, Canada Dry, Schweppes and Cactus Cooler, which now are sold by Coca-Cola Enterprises, in some U.S. territories.

The distribution term is 20 years, with the option to renew for another 20 years.

Dr Pepper Snapple Group in 2009 inked a similar but more expensive 20-year licensing deal with PepsiCo, valued at about $900 million.

Private equity firm Freeman Spogli & Co. has completed a majority investment in The Paradies Shops Inc., the airport concessionaire that sells those travel essentials—M&Ms, newspapers and a new Brooks Brothers button-down to replace the one you spilled coffee on—in more than 500 stores around the country.

Terms of the deal were not disclosed, but Paradies, which also has shops in hotels and at the Georgia Aquarium, has estimated revenue of about $428 million, according to the Atlanta Business Chronicle’s Book of Lists. The listing ranks the company as the 29th-largest privately owned business in the city.

Paradies’ primary attorneys, Walter E. Jospin at Paul Hastings Janofsky & Walker and Karen K. Leach at Nelson Mullins Riley & Scarborough, did not comment on the transaction.
Paradies, a family-owned business for more than 50 years, announced the investment in January. Freeman Spogli, with offices in Los Angeles and New York, holds in its portfolio companies including Sur La Table Inc., El Pollo Loco Inc. and PETCO Animal Supplies Inc.

King & Spalding is representing Atlanta-based Eclipsys Corp. in its planned $1.3 billion merger with Allscripts-Misys Healthcare Solutions Inc.

The companies, which among other things provide software for electronic health records and revenue management, announced the all-stock deal Wednesday morning. Chicago-based Allscripts’ majority owner, the British company Misys, plans to cut its 55 percent stake in Allscripts to 10 percent via a secondary stock offering and buyback slated to occur in four to six months.

The merger announcement says the union will result in a combined client base of more than 180,000 U.S. physicians, 1,500 hospitals and nearly 10,000 nursing homes, hospices and home-care organizations. Before closing, the companies must secure shareholder approval, and Allscripts must get debt financing sufficient to complete its share buyback. The company already has secured financing agreements from JP Morgan, Barclays Capital and UBS for $720 million in senior secured credit facilities, according to the announcement.

Allscripts is represented by Sidley Austin and Vedder Price; Misys is represented by Allen & Overy.

Wendy Hagenau, formerly a Bryan Cave partner, has been appointed to a judgeship with the U.S. Bankruptcy Court for the Northern District of Georgia.

Hagenau, a bankruptcy and restructuring lawyer, has represented both debtors and creditors in Chapter 11 cases. She’s also handled receivership actions, workouts and general commercial litigation, including dischargeability litigation.

She graduated from Duke University’s law school in 1983 and joined Powell Goldstein Frazer & Murphy in 1988, prior to the firm’s 2009 merger with Bryan Cave.